Hong Kong Companies Ordinance

Hong Kong Company Law

Hong Kong Companies Ordinance (Companies Act) is an official document stating the legal limits within which companies may do their business in Hong Kong. You will find below the key extracts from the Hong Kong Companies Ordinance along with the full act.

§20. Company Name

(1) A company shall not be registered by a name-

  • which is the same as a name appearing in the Registrar's index of company names;
  • which is the same as that of a body corporate incorporated or established under an Ordinance;
  • the use of which by the company would, in the opinion of the Chief Executive, constitute a criminal offence; or is offensive or otherwise contrary to the public interest.

§5A. Company Powers

(1) A company has the capacity and the rights, powers and privileges of a natural person.

(2) Without limiting subsection (1), a company may do anything which it is permitted or required to do by its memorandum or by any enactment or rule of law.

§41. Company Shares

(1) Where a company allots or agrees to allot any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public, any document by which the offer for sale to the public is made shall for all purposes be deemed to be a prospectus issued by the company, and all enactments and rules of law as to the contents of prospectuses and to liability in respect of statements in and omissions from prospectuses, or otherwise relating to prospectuses, shall apply and have effect accordingly, as if the shares or debentures had been offered to the public for subscription and as if persons accepting the offer in respect of any shares or debentures were subscribers for those shares or debentures, but without prejudice to the liability, if any, of the persons by whom the offer is made, in respect of mis-statements contained in the document or otherwise in respect thereof.

§92. Registered Office

(1) A company shall have a registered office in Hong Kong to which all communications and notices may be addressed.

(2) The intended address of a company's registered office stated in the incorporation form registered in respect of the company shall be the address of its registered office with effect from the date of its incorporation until a notice of change in respect of the address is sent to the Registrar under subsection (3).

§153A. Directors

(1) Every private company shall have at least one director.

(2) With effect from the date of incorporation of a private company mentioned in its certificate of incorporation, the first directors of the company are the persons named as the directors in the incorporation form submitted in respect of the company pursuant to section 14A. (Replaced 30 of 2004 s. 2)

§63A. Shareholders

(1) Where, in the case of a company the share capital of which is divided into different classes of shares, special rights are attached to any such class of shares otherwise than by the memorandum and the articles do not provide for the variation of those rights, the articles shall be deemed to contain provision that such rights shall not be varied except with the consent in writing of the holders of three-fourths in nominal value of the issued shares of the class in question or with the sanction of a special resolution passed at a separate general meeting of the holders of that class.

(2) Where, in the case of a company the share capital of which is divided into different classes of shares, special rights are attached to any such class of shares by the memorandum and provision for the variation of those rights is, at the time of the company's incorporation, contained in the articles, those rights shall be capable of variation in accordance with the articles as for the time being in force, even if no reference is made in the memorandum to their variation in that manner.

§291. Company Restoration

(7)  If a company or any member or creditor thereof feels aggrieved by the company having been struck off the register, the court on an application made by the company or member or creditor before the expiration of 20 years from the publication in the Gazette of the notice aforesaid may, if satisfied that the company was at the time of the striking off carrying on business or in operation, or otherwise that it is just that the company be restored to the register, order the name of the company to be restored to the register, and upon an office copy of the order being delivered to the Registrar for registration the company shall be deemed to have continued in existence as if its name had not been struck off; and the court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.

Hong Kong Company Formation
  • It takes 7 days to incorporate your Hong Kong company
  • 1 director of any nationality is required
  • 1 shareholder of any nationality is required
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